Compass Gold Corporation (TSX-V: CVB) (“Compass” or the “Company”)
announced today that it has issued, on a non-brokered private
placement basis, a total of 15,392,210 common shares of the
Company, at a price of $0.35 per share, for aggregate gross
proceeds of $5,387,275 pursuant to the closing of its previously
announced private placement (the“ Offering”) (see Compass news
releases dated November 4 and 7, 2019).
Larry Phillips, Compass Gold’s President
and CEO, said, “Thanks to the continuing support of our
existing shareholders and the endorsement of our newest strategic
investor, SEMAFO, we are fully funded for the coming year of
aggressive exploration. We will waste no time putting these
additional resources to work. Our team has identified the locations
of the first set of drill holes, and the drill pads have been
prepared. Tomorrow, the drilling begins. We look forward to an
exciting year for Compass Gold and our shareholders.”
A finder’s fee of 6% in cash was paid to certain
finders on a portion of the Offering, subject to compliance with
the policies of the TSX Venture Exchange and applicable securities
legislation. In addition, Beacon Securities Limited and INFOR
Financial Inc., advisors to the Company in connection with the
Offering, were issued 100,000 compensation shares each as
compensation for such services.
Insiders of the Company purchased an aggregate
of 608,571 shares under the Offering, for aggregate consideration
of $213,000. Such participation is considered a "related
party transaction" within the meaning of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). Participation by insiders in the
Offering was exempt from: (i) the valuation requirements of MI
61-101 by virtue of the exemption contained in Section 5.5(b) of MI
61-101, as the Company is listed only on the TSX Venture Exchange;
and (ii) the minority shareholder approval requirements of MI
61-101 by virtue of the exemption contained in Section 5.7(1)(a) of
MI 61-101, as at the time the Offering was agreed to, neither the
fair market value of the subject matter of, nor the fair market
value of the consideration for, the Offering, insofar as it
involved interested parties, exceeded 25 per cent of the market
capitalization of the Company.
All the shares issued pursuant to the Offering
are subject to a hold period expiring four months and one day after
the date of issuance.
Aggressive Drill Program
Starting
The Company also notes that drilling will
commence tomorrow in connection with its previously announced (see
Compass news release dated November 6, 2019) field work program,
following the end of the rainy season. This program involves an
aggressive drill campaign of more than 10,000 metres on the
Farabakoura Trend, comprising the Farabakoura and Kabangoué
artisanal workings, and the high-priority Boumban prospects, on its
Sikasso Property in southern Mali.
This initial activity
is to include 2,000 metres of reverse circulation (RC) drilling on
the Ouassada permit, focused primarily on Farabakoura, and
including Kabangoué, to test the strike extension of several
NE-trending vein swarms that appear to control high-grade
mineralization.
Early Warning Disclosure
On November 20, 2019, SEMAFO Inc. (“SEMAFO”),
subscribed for and acquired 5,714,286 common shares of Compass,
having an aggregate purchase price of $2,000,000.10, pursuant to
the Offering. SEMAFO held no common shares of Compass prior
to the completion of the Offering. The common shares acquired
by SEMAFO represent approximately 10.5% of the issued and
outstanding common shares of Compass following completion of the
Offering. SEMAFO holds no additional options, warrants or
other securities convertible into or exchangeable for common shares
of Compass.
All securities of the Company held by SEMAFO are
held for investment purposes and SEMAFO has no present intention to
dispose of or acquire further Compass common shares. Although
SEMAFO has no preferred subscription or other anti-dilution right,
it may in the future, participate in Compass financings or acquire
or sell Compass common shares in the market, privately or
otherwise, as circumstances or market conditions may warrant.
A copy of the early warning report filed by
SEMAFO in connection with completion of the Offering may be
obtained from SEMAFO by contacting Eric Paul-Hus, Vice-President,
Law, Chief Compliance Officer and Corporate Secretary at (514)
744-4751 (3364) and will be available under Compass’s profile on
SEDAR (www.sedar.com). The head office of SEMAFO Inc. is
located at 100 Boulevard Alexis-Nihon, 7th floor, Saint-Laurent,
Québec H4M 2P3.
The securities offered pursuant to the Offering
have not been registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from registration
requirements. This release does not constitute an offer for
sale of securities in the United States.
About Compass Gold
Corporation
Compass, a public company having been
incorporated into Ontario, is a Tier 2 issuer on the
TSX Venture Exchange. Through the 2017 acquisition of MGE and
Malian subsidiaries, Compass holds gold exploration permits located
in Mali that comprise the Sikasso Property. The
exploration permits are located in three sites in southern Mali
with a combined land holding of 854 km2. The
Sikasso Property is located in the same region as several
multi-million ounce gold projects, including Morila, Syama, Kalana
and Kodiéran. The Company’s Mali-based technical team, led in
the field by Dr. Madani Diallo and under the supervision of Dr.
Sandy Archibald, P.Geo, is executing a new exploration program.
They are examining numerous anomalies noted for further
investigation in Dr. Archibald’s August 2017 “National Instrument
43-101 Technical Report on the Sikasso Property, Southern
Mali.”
Forward‐Looking Information
This news release contains "forward‐looking
information" within the meaning of applicable securities laws,
including statements regarding the Company’s planned exploration
work and management appointments. Readers are cautioned not to
place undue reliance on forward‐looking information. Actual results
and developments may differ materially from those contemplated by
such information. The statements in this news release are made as
of the date hereof. The Company undertakes no obligation to update
forward‐looking information except as required by applicable
law.
For further information please contact:
Compass Gold Corporation |
Compass Gold Corporation |
Larry Phillips – Pres. & CEO |
Greg Taylor – Dir. Investor Relations & Corporate
Communications |
lphillips@compassgoldcorp.com |
gtaylor@compassgoldcorp.com |
T: +1 416-596-0996 X 302 |
T: +1 416-596-0996 X 301 |
Website: www.compassgoldcorp.com
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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